Only a New Kid
by itachi2011
Summary: When a new student attends Peter's school, they instantly become friends. After a visit to OsCorp, a creature is found roaming the streets of Queens. It isn't until it's too late when Peter discovers the true identity of the creature that was out to get him. Movie-verse
1. Chapter 1

__**This is my first Spiderman FF and I'm hoping that I did a pretty good job. I currently have around six chapters of this story finished, but I want to hear from you guys if it's something you want me to continue! There are a few scenes in the first few chapters that are from the new movie, but I felt it necessary to include them! **

* * *

_Flash_.

Boney fingers grasped the old camera and slowly lowered it down. He waited for a few seconds before the picture slowly loaded on the small screen. His brain instantly began processing the image of the high school; add light there and a dull filter. Chewing on his lip, he raised the camera once more.

_Flash_.

A small smile crawled onto his features when he looked at the new picture. The quality was far better than the last. His eyes continued to scan the picture, but he suddenly felt his heart sink. "Hey, Parker!"

The one and only, Flash, was walking towards him. Peter sighed, knowing what was about to happen, and quite frankly, he wasn't in the mood for it. Setting his camera down on top of his backpack, Peter stood and waited until Flash was standing directly in front of him. "What do you want, Flash?"

"What's the matter, Parker? Did you bite off more than you can chew?"

Peter looked at the man in front of him with a confused expression. "What are you talking about?"

Flash grabbed the collar of Peter's shirt and pulled him towards his body. "Don't play games with me. I saw you taking pictures of my girl."

Peter glanced behind Flash and noticed Gwen Stacy standing at the top of the steps, covering her mouth with her hand. Peter felt the air fly out of his lungs from the sudden blow to his stomach. A small crowd began to form around the two as Flash threw the skinny teen onto the ground. "I thought I told you to keep your eyes to yourself?"

He gasped for air when another solid blow hit his abdomen. Flash continued to kick the teen on the ground and the crowd continued to chant, fueling him even more. He didn't know what had snapped, but when Peter slowly made it to his feet, the sudden surge of revenge pounded through his body. "You should've stayed on the ground, Parker."

"What's the matter, Flash? Bite off more than you can chew?"

Flash glared at the teen and landed a bold hit to Peter's temple and sent him straight to the ground. The crowd was silent for a minute, waiting to see what would happen. A smirk spread on Flash's lips as he went to kick the kid once more. His eyes widened when Gwen ran between the two. "Flash! That's enough!"

Peter slowly rolled onto his back, trying to catch his breath. "I'm not done with you, Parker!"

"Let's go, Flash!" Gwen pulled the teen away from the scene. "And how many times do I have to say, I'm not your girl?"

The crowd gave the teen on the ground one final glance before walking away like nothing had happened. Peter sighed and reached for his glasses that had fallen off during the scuttle. He had gotten used to the beatings. He would admit it. He wasn't popular or probably even known in the halls, but most of the time, he didn't care. He spent most of his time working on small projects. "Do you always let them beat you to a pulp?"

Peter glanced up and saw a man with short brown hair looking down at him. He traced his fingers along his tender temple. "Well, what else could I do?"

The man extended his hand and Peter gladly took it. He winced and immediately wrapped an arm around his abdomen. "Well, stand up for yourself for one thing."

Peter slowly stretched his arms, seeing just how bad it was. "Yeah, I'll get right on that. So, you're new?"

The man smiled and laughed. "I'm Eddie Brock."

Peter nodded as he looked at the new classmate. "I'm Peter Parker."

The two shook hands and began walking towards the school. "So, are you this school's only entertainment?"

Peter chuckled. "Depends on what your taste is. Say, what science class are you in?"

"AP Biology. Why?"

"Really? I'm in that class and we're going to the local labs tomorrow. You don't look like the science guy to me."

"My parents like to fund science projects if it peaks their interest. What about you? What do your parents do?"

"I don't know. My parents left when I was little and never came back."

"Just like that?"

Peter shrugged. "I don't remember much."

"I'd say it's almost the same for me, but it's … not. I see them whenever they decide to come home. They do frequent visits to labs around the world, trying to find the next break through."

The bell rang; meaning students had five minutes to get to their first class of the day. "Well, I'm off to English. Say, would you like to stop by my place for dinner? I basically live around the block at 631."

Eddie nodded. "Yeah, sounds great. And, um, you might want to stop by the nurse to get your head checked. You hit the ground pretty hard."

Peter waved before turning around and headed towards his locker. He slung his backpack over his shoulder before entering the combination for the lock. Grabbing his first course books, Peter then shut the locker door and walked down the hall and into the classroom. No one looked at him when he walked through the classroom doors, but then again, no one ever did. He was used to it, but it would be nice to have some sort of acknowledgement every once and awhile. Peter set his books onto his desk and the backpack onto the floor before taking a seat. He closed his eyes and rubbed his face. His head was pounding, and a matter of fact, so was his entire body. It was going to be a long day that much was certain. "Hey."

Peter looked up and saw Gwen turned around and looking right at him. He quickly checked each of his sides to make sure she was actually talking to him and not someone else. He fumbled with what to say and was sure he looked like a fish out of water gasping for air. "Um, h-hey!"

Gwen's face became one with concern. "Do you know who I am?"

"Oh, y-yeah. Of course! You didn't think I did?"

She tapped her head. "I wanted to make sure you still knew something. I saw you hit your head. You might have a concussion."

Peter grinned. "I'm fine."

"Oh okay. You still should get that checked though."

Peter started to laugh. "No really, I'm fine. It's not the first time."

Gwen sighed and shook her head. "I'm really sorry about Flash. I just wish you wouldn't stand there and take it."

The teacher walked in, ending the conversation. Peter slowly opened his books, but remained focused on the blonde-haired girl. Something about her made him forget almost everything. He shook his head. He liked her and there was no denying it. She was pretty and sweet and he was, well, him. He wasn't good enough for her, or probably any girl for that matter, but that didn't mean he had to stop trying.

* * *

Peter pulled the hood on his sweatshirt over his head before walking up the steps to his aunt and uncle's house. He gripped the strap to his and walked into the house. He casually walked in and went to the fridge to try and find something that would get him through until supper. "Peter, how was school?"

"Good," he answered, still searching the fridge.

"Did you learn anything exciting?" His aunt May asked.

"Nope."

Aunt May watched the teen carefully. Peter closed the fridge and started to walk towards the stairs. "Peter, wait. What's wrong?"

Peter stopped for a second and shrugged. "Look at me, Peter! Take off the hood and look at me!"

He stopped dead in his track and focused on the ground while he turned and faced his aunt. His hand shook as he gripped the hood and slowly pulled in from his head. Aunt May raised a hand to her mouth and looked at her nephew with wide, worried eyes. "Peter … what happened?"

"It's nothing, really. I just fell off my skateboard."

Aunt May let out a small sigh of relief as footsteps hurried up the basement stairs. Uncle Ben rushed around the corner and into the living room where the other two were standing. "What happened to you, Peter?"

"He fell off his skateboard," she sighed. "I don't know why you even attempt to do stuff like that."

"Because he's a teenager. We all did stupid things when we were young" Uncle Ben said.

"You're sure that you're okay?"

"Yeah, I'm fine."

The doorbell rang, reminding Peter that he did invite Eddie over for dinner. He hurried over to the front door and opened it. Eddie stood there with the huge smile, which he was starting to notice he did it all the time. "Man, Pete, you weren't kidding when you said it was around the block."

Peter laughed and motioned Eddie into his house. "Uncle Ben, Aunt May, this is Eddie Brock. I invited him over for dinner. I hope you don't mind."

Aunt May smiled and shook Eddie's hand when he offered. "Nice to meet you, Mr. Brock. I sure hope you like spaghetti."

Eddie laughed. "Who doesn't?"

"I'll leave you two and go get started on dinner."

Peter led Eddie upstairs and into his room. He threw his backpack against his bed and closed the door once his friend had entered. Peter threw himself into the chair that sat in front of his computer and Eddie took a seat on the bed. Peter pressed the button next to his keyboard and watched the lock he had built move and then lock his door. Eddie stood from the bed and walked over to the door and studied the lock. "Man, you weren't kidding when you said you liked to build things. How long did it take you to do this?"

"Once I got all the pieces maybe two days? But then I had to calibrate it with the button and then get it to receive a transmission so that I could lock it from a distance."

Eddie laughed. "How come you're not in any of the science clubs at school?"

Peter looked down and bit his lip. "I'm sure you've figured out that I'm not the…most wanted guy to be around and clubs involve working as a group and most people don't like the thought of that." Peter gave a small laugh. "I'm more of a solo guy anyway."

"Solo guy, huh? Is that why there's a picture of Gwen on your computer?"

Peter's eyes flew open as he quickly fumbled with his computer, trying to hide his background. "I-It's the … drama team."

"Relax. She's a good looking girl."

A small knock on his door got their attention. "Peter, Eddie, dinner is ready."

Peter breathed a small sigh of relief. He hit the button that released the lock and the two hurried down the stairs.


	2. Chapter 2

**A big shout out to Reic for the review! It helps a bunch! I'm hoping to get more once the story continues. I want to hear what you guys think!**

* * *

Peter grabbed his backpack and set it on top of the bed. He then unzipped the zipper and dug through the bag until he had found his camera. Clicking his tongue, Peter fumbled with the camera cord and plugged it into his computer and sat into his chair. The few pictures that he had managed to take uploaded onto his computer. When everything was transferred, he opened the first picture. His eyes scanned, thinking of all that need to be fixed. He moved his cursor around, picking out all the flaws, but when it landed on a certain person in the background, he instantly stopped. Peter selected the area and zoomed in. "Peter?"

Hearing his uncle's voice made him sit up and press the button unlocking the door. "Yeah, come in."

Uncle Ben slowly opened the door and peeked in before opening it fully. He walked his way over to the bed and sat down before looking at his nephew. "What does the other guy look like?"

Peter turned and faced his uncle with a confused look. "Other guy?"

"I wasn't born yesterday, Peter. I know a good hit when I see one."

Peter traced the large bruise that formed on the side of his head. "I didn't fight back, Uncle Ben."

Uncle Ben slowly nodded. He figured it wasn't an easy topic to talk about, but it had to be brought up. His eyes looked up to Peter's computer. "She's pretty." Peter looked where his uncle was focused on and saw that it was the picture of Gwen. "Have you asked her out yet?"

Peter snorted and shook his head. "I barely know her. And even if I did, I'm not good enough."

"Sure you are. You're a good kid, Peter, and just like your father." Uncle Ben stood and placed a gentle hand on his shoulder. "They would be proud to have a son like you."

Peter sighed and glanced down to the floor. "Where are they?"

Uncle Ben froze. He knew that this question was soon to arise, but even now, he still didn't know what to say. He sighed and looked at his nephew. "I wish I knew, Peter. I really do. But when your parents left that rainy night, neither of them spoke of where they were going, only that they had and urgent matter to attend to."

"They just never said when?"

"I'm afraid not." Uncle Ben watched him sink into his chair. "Here, I wanted to give you this." Peter turned and saw his uncle pull out a small picture from his shirt pocket and hold it out to him. "I found it while I was cleaning out the basement. I figured you should have it."

Peter took the photo and studied it. A small smile formed as he saw his parents standing behind him. Although he didn't remember much from his childhood, whatever he could was crystal clear. Most of them were happy, but there was one that always came back to haunt him. The day his parents left. "What I wanted to say all this time is please, Peter, no matter how much you look like your father, do not become him. He is my brother. I grew up with him and I saw a side that no one should ever have to deal with."

"What do you mean?"

"Your father believed that once you help one person, you help them all, but he believed revenge was the answer. I know it may not be the _cool_ thing to do, but if that kid ever gives you trouble again, make sure you tell someone at that school. Otherwise, I may have to send your aunt." The two had a short laugh and soon led to silence. "Well, I better get to bed. I hope you have fun at OsCorp tomorrow."

"Good night, Uncle Ben."

* * *

"So, what exactly are we seeing here?"

"The splicing floor. I heard scientists are close to giving humans animal traits," Peter told.

"Why would someone want animal traits?"

"It's not like they're giving you a tail. It's more along the line of regeneration, curing diseases and those types of things."

Eddie laughed as he looked at the full height of OsCorp. From what he understood, this was the biggest lab in Queens, or even all of New York. He sighed and looked at the small pamphlet his teacher had given each of them when they exited the bus. He like science when he was the one doing it, not walking around and watching people do it. "Parker! I'm not finished from yesterday!"

The two turned to see Flash walking towards them. Eddie had to admit, the guy sure acted tough, but he wasn't stupid like most would think. "He doesn't give up, does he?"

Peter shook his head and waited for the man to get near. "I don't think we finished our little chat from yesterday."

"Leave him alone, Flash."

Flash glanced to the boy standing next to Peter. "Oh yeah? Who the hell are you?"

"You better listen to him, Flash." The three teens turned to see Gwen Stacy march her way and in between them. "I have had it with you! I'm done standing there and watching you torture him! You leave him alone or I _will_ make sure my father finds out."

That's right, Peter thought, Gwen's father was the commissioner of the police department. Flash stood with his mouth hanging open. With a scuff, he turned and went to go hang with his friends. Gwen turned and looked at Peter. "I'm sorry. He's just so—"

"Infuriating?" Peter finished.

Gwen laughed and nodded. "Exactly. He didn't do anything, did he?"

"Nope, but you really didn't have to do that."

Gwen rolled her eyes. "I did. All these years I stood on the sidelines and watched you take it, and never once you stood up for yourself. I don't know whether you're brave or just incredibly stupid, but I like you, Peter Parker. You're a good guy."

Peter gave a sheepish smile, causing her to laugh once more. They locked eyes for a brief moment before their teacher began motioning them into the building. The students lined up single file and slowly made their way into the large facility. As each student walked through the door, they were handed a nametag and then moved into a large area. Gwen leaned over to Peter when one of the scientists began introducing himself as their guide. "You're going to love the splicing unit."

Peter then leaned over to her. "And how do you know that?"

"Just because I never talked to you doesn't mean I don't know anything about you. And because I work here."

"You work here?"

"Well, it's more of a shadow, but I get to see what everyone works on."

After a short introductory of the labs and of the few well-known scientists that worked here, the group was led up the stairs and straight to the splicing floor. Peter stood in awe at all of the technology he saw. "Hey, what do you say we ditch the crowd?"

Peter glanced up at Eddie, trying to figure out if he was serious. He looked and saw the guide in the very front showing a presentation on the common lab rat, or in this case, the uncommon lab rat. The two rats on this floor only had three legs and were being saved for when a regeneration serum is made. He didn't care about the rats, what he really wanted to see was what was behind the scenes. "Let's go."

The two quickly slip away from the rest of the group and began looking around. Peter watched the scientist work at their stations as they passed by each area. He suddenly stopped when he saw Eddie walk through a small door. "Eddie, I don't think you can go back there."

Eddie looked and around and laughed. "I don't see a 'Do not enter' or an 'Employees only' sign, do you?"

He had a point there. Even private building hung signs like that, right? Peter followed his friend through the door and found himself stopping dead in his tracks once again. In the middle of the room sat a canister that read, '_Serum A_', in bold letters. But it wasn't the serum that had caught his attention. Instead, the small room at the other end that glowed a dull blue, made him curious. He found himself in a trance as he inched into the room. Small, glass containers lined the wall. Peter squinted as he studied each container. A unique spider was housed in each, along with its name and a small description. When he reached the end of the row, Peter noticed the container was empty. He searched again to make sure his eyes weren't deceiving him, but found it empty again. Must be out for testing, he thought.

Eddie found himself being drawn to the canister. He stood in front of it and looked around. There was no one else in the room expect Peter, so a little look wouldn't hurt. His fingers cautiously wrapped around the metal can and brought it closer. There were no labels, no warnings, just _Serum A_. "What is this?"

Eddie gave the can a shake, trying to listen to what was inside. It was some type of thick liquid. He shook it once more, only this time he heard a small clicking sound. His eyes shot open when the nozzle on top flew off and began spraying the liquid all over him. Eddie panicked and quickly threw the can and began wiping the serum off of his face.

Peter spun around when he heard a loud _clang_ from the other room. He scurried around the corner and searched only to see the canister rolling on the floor. "Eddie?"

Peter looked around. He left me here, was his first thought. Dragged him away from the group and then abandoned him. With his luck, security or someone would find him. With a long sigh, he ran his hand through his hair when a sharp, burning pain erupted from his hand. Peter retracted his hand quickly and saw a small spider fall from his hand and crawled away. He stared at his hand, a lump already to form and ran out of the room, going to catch up with his classmates. Lucky for him, the group was where they were when he had left. "And that concludes this part of the presentation. You will have a fifteen minute break in the lunchroom and we'll continue after there."

Peter didn't waste any time. Once dismissed, he hurried down the stairs and into the break room. He grabbed a bottle of water and threw himself into one of the far chairs and cradled his head in his hands. "Hey, are you okay? You booked it out of there."

Raising his head he looked at Gwen and gave a short laugh. He quickly grabbed his bottle of water when he suddenly felt nauseous. His hands were beginning to shake and a cold sweat started to form on his forehead. Concern flashed over Gwen's face. She placed a hand on his shoulder and looked him in the eye. "Peter, what's wrong?"

His heart began to race and his vision swam for a split second. Pushing Gwen out of the way, he quickly covered his mouth and ran out of the building.

* * *

This was one of the only times he was glad his aunt and uncle were both out of the house. The sickly teen stumbled into his house and quickly climbed the steps and collapsed onto his bed. He jammed his eyes shut and grunted in pain with each passing second. Peter felt his muscles twitch all over his body, and at one point it was almost difficult to breathe properly. His eyes rolled to his side when he heard his phone start to ring, showing an unknown number on the screen.

That was the last thing he saw before everything went black.


	3. Chapter 3

**A big thanks to Reic and Bird that flies at Dawn for sending me a review! They fuel my typing power! Anyways, I hope you enjoy this chapter as things start going! Don't forget to say what you think!**

* * *

Once seven a.m. struck, Peter's alarm clock started to go off like it did every day. Peter quickly turned in his bed and hit the reset button on the alarm clock. Or, that's what he wanted to do in his mind. He ended up using too much force and the clock was now in pieces. The sudden smash caused Peter to instantly sit up in his bed. He sat and stared at the now broken alarm clock and quickly rubbed his eyes. Everything was crystal clear. Peter put a hand up to his face to make sure his glasses weren't on his head. "What happened last night?"

Peter shook his head before getting up and hurrying into the bathroom to quickly shower before school. When he was done he quickly stepped out and grabbed a towel and wiped his face. His eyes immediately widened and he had to force himself not to yell out loud. He was … defined. He didn't know what was going on, but so far, he was starting to like it. Peter's mind clicked when the events of the day before flooded his brain. His eyes looked down at this hand and saw the bite mark was bulging and now a dark purple. Opening the cabinet above the sink, he grabbed the medical tape and carefully wrapped the area so no one would be able to see it. "Peter! Breakfast is ready!"

Throwing his shirt on and buttoning his jeans, he hurried into his room and slid on his shoes before running downstairs. Being the careless teen that he was, his shoelaces were all untied and one just happened to get caught under his foot, making him lose his balance. Peter fell forward, only to have his arms forward and spring himself back onto his feet at the bottom of the steps. He couldn't help but break into a laugh of pure joy. Right then and there, he declared nothing bad was to come out of this. "Peter, are you okay?"

Peter looked up to see his Aunt May hurry from the kitchen. "Yea, I'm fine."

He continued into the kitchen with a grin on his face. Peter sat in his usual chair and started eating everything on his place in only a few minutes. Aunt May and Uncle Ben sat and stared at each other as their nephew then got up and started grabbing food from the fridge. Peter turned and looked at his aunt and uncle and shrugged. "I'm hungry."

"So, Peter. How did yesterday go?"

Peter looked at Uncle Ben as he took a bite out of the poppy seed muffin in his hand. He shrugged and wiped his mouth with the back of his hand. "Okay, I guess. There's only so much excitement in a laboratory."

The T.V. in the kitchen switched from the morning talk show to the breaking news screen. Everyone was instantly quiet and watched as the reporter came onto the screen. "This is breaking news brought to you by your local news on channel five." The picture changed to the local park where something had happened. "We bring you a live look at Central Park where it looks as if someone or something vandalized and tore apart the park, late last night. Police are still investigating as no information has been released as to who could have done this tragic event."

Aunt May shook her head. "Who could do such a thing?"

"Irresponsible teenagers, that's who."

Uncle Ben chuckled and took a sip of his coffee. Peter grabbed his backpack from the chair and threw it over should just as he put the rest of the muffin in his mouth. "Have a nice day at school, Peter."

Peter smiled and turned and opened the door only to see Gwen Stacy standing on the other side. "Gwen?" Peter closed the door and looked around. "What are you doing here?"

"I wanted to stop by and walk you to school. Are you okay? You scared me yesterday when you ran out."

"Oh, um, yeah. Yeah, everything's fine. Never felt better."

Gwen laughed at his goofy grin. "I was worried. I tried calling you, but you never answered."

Peter began following Gwen down the steps and towards the school. "That was you? How did you get my number?"

Gwen laughed. "You do know my father is head of the police department, right? I could get anyone's number if I had to."

"You've got a point there."

"Say, did Eddie leave with you last night?"

Peter looked at Gwen with concern. "What do you mean?"

"Well, I noticed he wasn't with the rest of us after you ran out. I thought that maybe he went after you or something, but he didn't come back to school."

"Oh, no he didn't. He's usually waiting for me by my house in the morning."

The two continued their way towards the school grounds talking about the trip to the lab. Of course, most of the conversation he smiled and nodded, having skipped out on basically everything. The time he could input anything was with basic information that he already knew. When they had arrived at the school, the two of them took a seat on the steps in front of the building. "Did you hear what happened at the park last night?"

"Yeah. From what I saw, it looked trashed. Does your father know anything?"

Gwen shook her head and sighed. "There's not enough evidence that clearly states who did it, but he thinks a gang of some kind might be responsible."

Peter slowly nodded. Something inside of him suddenly made him aware of everything that was happening. He inhaled slowly, looking around as if time itself had stopped. His hand flew up and caught the football that was aimed at him. Gwen stared at him wide-eyed and any nearby kids stood silently, trying to comprehend what had just happened. "Okay. That was the coolest thing I have ever seen."

Peter smiled awkwardly. "You really think so?"

"Hey, Parker! Why are you holding my ball?"

Peter stood and turned to see Flash walking towards him. He held out the football, not wanting to deal with the upset teen. "Here, just take it."

"I don't know if I want to, Parker. I want to know why you're holding it in the first place."

Peter continued to look Flash in the eye. "Just take it."

Flash smirked before throwing a punch to the teen's face. Peter instantly moved to the side, making Flash miss completely. Everyone gasped and the area went silent. Flash regained his balance and stared at Peter in disbelief. Peter couldn't help but smile. Flash became infuriated by the sight. Thinking quickly, Flash aimed a kick at the abdomen of the other teen. A second later, Peter gripped the man's foot in one hand and maintained the football in the other. Peter chuckled and threw the football at Flash's face causing him to stumble back, holding his nose. He glared at Peter with hatred when he moved his hand and a small stream of blood dripped from his nose. "You're dead, Parker."

Flash held his nose and stomped away, along with the rest of his group. Gwen smiled and threw her arms around him, catching Peter off guard. "I can't believe you just stood up to Flash Thompson. I believe a reward is at hand."

Peter laughed. "And what might that be?"

"Dinner with my family? Say around five o'clock?"

Peter nodded as Gwen took a step back. "I see you two are getting along fine."

The two turned and saw Eddie standing at the bottom of the steps. Peter cringed at the look on his face. If looks could kill…. "Eddie, where were you this morning?"

"Getting ready for school, Peter. You didn't wait up for me. I understand that. You were busy."

Eddie walked between the two and kept going into the school.

* * *

"I expected better of you, Peter. I thought I told you that revenge was not the answer?"

Peter look down at the floor. "I know, Uncle Ben. He had it coming, though."

"Had it coming? I bet you feel great about yourself right now." When Peter didn't answer, Uncle Ben continued. "Because of your little escapade, I had to switch shifts at work. That means you will have to pick up your aunt and you better not forget."

"I won't, Uncle Ben."

Uncle Ben shook his head before leaving the school. For the first time he stood up for himself and ended up in the principal's office. Digging through his pockets, he pulled out his phone and a small piece of paper which Gwen had written her address on. It was now four o'clock. He had plenty of time to get to Gwen's place for dinner. Crossing the road, Peter headed into one of the alley ways, trying to take as many short cuts as possible. "Well, well, well. Look what we have here, boys."

Peter stopped as three men walked in front of him and then surrounded him. Each one of them had some type of weapon. One—a metal pipe, second—a plank of wood, and the third… His eyes widened when he saw the handle of a gun showing from his pocket. "I don't want any trouble," Peter said, holding his hands up.

The leader of the small gang laughed as he started walking back and forth. "Listen, kid. Let's not make a mess and do this in a … relaxed manor. Give me your wallet."

The man held out his hand, waiting for the teen to give him the wallet. "I can't do that."

"That's a shame."

With a slight tilt of his head the other two men ran at Peter and tried to hit the teen. He reacted instantly, jumping into the air and landing a few feet away. The thugs turned and glared before charging at him again. This time, Peter waited until the last second to jump out of the way, making the two men run into each other. "I've had enough of you."

Peter's head snapped to the side when a small _click_ was heard. The last man held the gun up, aimed directly at him. With all the force he could muster, he jumped as the man pulled the trigger, but this time he managed to stick to the ground. The man stared at him before running away. Peter crawled down to the ground and looked at his hand. "What the…"

Police sirens began to echo off the walls making Peter run for Gwen's house. The sirens kept getting louder and made the teen worry. If the city found him beating up random people, he would go to jail for sure. Peter stopped running and turned towards a wall. Using his newly found skill, Peter quickly crawled up the wall and pulled himself onto the roof. He watched the police speed passed on the road below. Grabbing his cell phone, Peter checked the time. Ten minutes early. Peter looked at the apartment building standing before him and grabbed the small piece of paper from his pocket. Gwen's apartment was number twenty on the tenth floor. A smile spread across his face when the idea came into his head.

* * *

Gwen sat on her bed reading the latest book her English teacher had assigned them. She didn't mind, reading gave her the opportunity to escape reality. A soft knock at her window made her jump and turn her head. A small laugh escaped her lips when she saw Peter standing outside her window. She hurried off her bed and opened the window. "What are you doing here?"

"What are you doing here?"

Peter looked at her confused. "I'm here for dinner."

Gwen laughed. "No, I mean, why are you outside my window?"

"I just wanted to take the fire escape."

"We're ten stories up."

Peter gave a nervous laugh before Gwen moved out of the way and let him into her room. Peter walked around looking at the somewhat large room. It was neat, nothing out of place. Exactly what she had expected. Out of the corner of his eye, Peter saw a bookshelf. He walked over to it and laughed. "What's so funny?"

"Who would have ever thought that the one and only, Gwen Stacy, reads comic books?"

"Hey! Comics are a good read! Who doesn't want to be saved by some hot guy and in a skin-tight suit?"


	4. Chapter 4

**And here it is! Reviews would be much appreciated. They let me know if the story is heading in the right direction.**

* * *

Peter ran home as fast as he could. He lost track of time while he was at Gwen's house, and before he knew it, it was passed ten o'clock and were three missed calls on his phone. He turned down his road and saw the lights in the house still on. Peter mentally cursed and slowed to a walk when he arrived at his house and saw his Uncle sitting on the porch. "I'm so sorry! I lost track of time and you didn't have to wait up for me."

Uncle Ben continued to stare out into the city. "Lost track of time, huh?" Peter continued to watch his uncle. "Did you forget something?" He gave his uncle a confused look. "You were supposed to be there when your aunt was done with work! Now, be a man and get in there and apologize!"

Peter hung his head as he slowly walked into the house with his uncle behind him. He saw his aunt standing in the living room. "I'm sorry, Aunt May. I got sidetracked and forgot about the time."

Aunt May shook her head. "You don't have to apologize to me, Peter."

"Yes he does!" Peter turned to look at his uncle. "Your aunt, my _wife_, had to walk twelve blocks and then wait at the deserted subway because you 'lost track of time.' Do you know what could have happened?"

"Ben, stop it. I'm perfectly capable of walking home."

"Stop defending the boy! Look, Peter, you are a lot like your father, you really are! But what you lack is responsibility."

Anger started swell up inside of him. "Then where is he?" Uncle Ben glanced over at Aunt May, who looked just as shocked. "Where's my dad?"

"Peter—"

"Don't you think he should be the one responsible and tell me this himself?"

He could feel tears start to form in his eyes. He hated bringing up his father in times like these, but it always happened. "How dare you."

"How dare me? How dare _you_!"

"Peter—"

"Forget it." Peter turned and walked out the door, slamming it in the process.

The two watched their nephew walk into the night. "Just let him be, Ben. He'll be alright."

Ben shook his head before grabbing his jacket and walking out the door to try and bring his nephew home. He walked down the empty streets of Queens, yelling Peter's name, but each time there was no response.

* * *

Peter watched his uncle walk by through the broken window of the building he was in. It was the one place he could go to escape his everyday problems and sit and think. He looked around the abandoned building. There wasn't much to see—not only was it dark, but there wasn't much in it besides wooden pallets and empty boxes. Using his sleeve, Peter wiped his eyes and stood from his spot. He spun around when he heard one of the pallets tip over. He slowly walked to the area to hear a constant dripping. The building was abandoned for years so running water wasn't a possibility. Peter tried looking toward the ceiling, trying to see where the drips were coming from. Without a warning, Peter was sent flying into the pile of pallets. He quickly got to his feet and saw a muscular creature standing a few feet in front of him. A low hiss came from the creature just as its white smile glistened in the night. "Who are you?"

The creature's smile grew wider, showing its mouth full of needle-like teeth. Peter watched it take a step into the dim moonlight that shone through the broken windows. It stood a good six—if not seven—feet and each of its muscles bulged with strength. Peter cringed when the creature opened its mouth and watched its tongue slide from its cage and whip around. At the sight of the boy, the creature let out a high-pitched laugh. "Are you afraid, Peter Parker?"

"I'm not the one drooling all over the place."

The creature glared at the teen. Peter quickly rolled to the side just as the creature came crashing toward him. Peter stood against the wall, watching the thing in front of him. Its tongue rolled from its mouth and whipped around once more. Raising its hand, a shot of web came from the top of its hand and it Peter's hand, sticking him to the wall. Peter started to panic when he couldn't break free from the wall. "Who are you?"

It laughed once again. A piercing laugh that made Peter shiver. "I am the venom of this city, Peter Parker. I won't stop spreading until this entire place bows down to me."

"You're crazy if you think this city will be afraid of you."

"Tonight's the night and it will be known." Peter felt his heart sink when the voice of his uncle started to get closer once again. "You're too easy to read."

The creature turned and headed for the door. Peter's eyes widened with realization. "No! Come back!"

Peter watched in horror as it seemed as the creature seemed to melt away. Black goo peeled away and tucked under the now human's clothes. The man now stood with his back towards Peter in a dark hoodie and plain jeans. The man ran out of the abandoned building leaving Peter there. Peter grabbed his arm that was stuck to the wall and tugged at it with all of his strength. Hoped sparked when his limb slowly peeled away from the bricks.

_Bang_.

Peter stared out the door with his heart racing. His breathing quickened and his heart pumped with adrenaline. With one final pull, his arm was free from the wall and the teen sprinted outside. His throat started swell and his vision started to blur. His legs were acting on his own and his mind raced as he moved towards the body lying on the ground. It can't be… Peter fell to his knees and looked down to his uncle. "Oh, god."

Peter looked saw his uncle's clothes soak up with blood. He put his hands over the area and hoped that he would pull through. He glanced up and saw the man who did this, running off in the distance. Peter shouted. He didn't know if anyone could hear him, but he could only hope that someone could hear his cries for help.

* * *

He didn't sleep that night. He wasn't sure if he would ever sleep again. Peter sat in the corner of his bed, leaning against the wall with his knees pulled up to his chest and stared at his blood-soaked hands. The events of what just happened kept playing in his head as if they were taunting him. A picture of the hooded killer kept going through his mind and continued to walk into blackness, not caring for what he had just done. Peter turned his head and looked out the window, trying to find any escape. What was that _thing_? It went from a disgusting creature to an evil being that murdered his uncle. Was it human, or something else?

Peter grabbed the piece of paper that sat on his bed. After the shock had settled, he grabbed paper and sketched what he had seen. Body of muscle, teeth full of white, and a slimy tongue that dangled from its mouth. But what got to him were its eyes… White, splattered eyes void of any emotion. Peter stared at the picture and felt the anger swell inside him.

Something snapped that night. Deep inside him. Peter stood from his bed and looked outside. He looked at the city and the few people that still walked them. He vowed then and there that this creature—this _venom_ had to be stopped, and he was going to make sure no one would fall victim to this creature anymore. Peter looked down at his hands and then the dirty clothes he was wearing. If he was going to fight crime, there was no way he could do it in his normal clothes. He had to be masked, so no one could know who he really was.

Peter quickly sat in his chair and turned on his computer. He sat for hours, looking, sketching, and designing an outfit he could use. There were many factors that he had to consider when designing an outfit for this certain circumstance. He had to be able to move fast and be able to bend, twist and turn where ever he needed, but he also had to be able to see, even in direct sunlight. Then there was one issue that kept crossing his mind. How would he travel from point A to point B all within a few minutes? Running wasn't an option, not even with this gift he was given. Peter tapped the pencil on his sketch pad when the idea came to him. If he was going to act like a spider, he might as well go all the way.

* * *

He felt like a ghost when he went through the school hallway that morning. He knew that everyone was well aware of what had happened that night. They weren't stupid and he sure wasn't. The crowd would part to let him through, but he kept his eyes trained on his nearing locker. Peter was sure that people were staring at him, but were too afraid to say anything. "Hey, Parker!"

And he couldn't take it anymore.

Peter spun around, grabbed Flash and pinned him on the lockers. The hallway went silent and Flash didn't even struggle. Peter hung his head while his heart pounded in his chest. "It feels good, doesn't it, Peter? But your uncle just _died_. And… I'm sorry, Peter."

He couldn't take it anymore….

His arms went weak and he let go of the teen. His hands shook and he took it as a sign that he was losing it. Peter looked away before pushing through the hallway, avoiding all of the looks that were directed at him. He stopped when one person in front of him didn't move. Peter looked up and saw Gwen staring at him with caring eyes. "Peter…"

Gwen wrapped her arms around the skinny teen and held on, thinking he would resist. She was shocked when she felt the teen let go of his emotions. Gwen sighed when she saw that the other students were still staring, she led Peter outside. The two sat down at one of the tables. "Peter, what happened last night?"

Peter looked up and smiled before looking at the ground again. "He was shot … because of me. If I would've stayed home, none of this would've happened."

Gwen bit her lip. "Don't blame this on yourself, Peter."

Peter stood and turned towards Gwen. "I think I should go home. I need to be alone for awhile."

"Wait, Peter!"

He stopped and looked back at the blonde-haired girl. "Yeah?"

"I know it's probably not the best time, but do you want to have dinner at my place again? I know your aunt works until late at night and I don't want you eating alone. Besides my father seems eager to meet you since he couldn't make it last time."

Peter grinned and shook his head in disbelief. "Yeah, I'll be there."

Gwen smiled. "Great! Is eight o'clock okay for you?"

"Yeah, it's perfect."

Gwen laughed and instantly noticed something different about his appearance. "Where are your glasses?"

Peter scratched his head. "I have contacts."

"Oh, okay," Gwen laughed as she nodded.

Peter smiled and gave a small wave before walking to his house. Could he have lasted the entire day? Most likely, but the desire to find that creature, or person—whatever it was, burned inside him. Last night he had managed to order everything he needed. It used every penny he had, but it would be worth it. Seeing various packages sitting on his doorstep, Peter balanced all of them and hurried up to his room and began putting his suit together.

Nothing could hide forever.


End file.
